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HomeMy WebLinkAbout25S037 - AT & T( Upgrade)CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: 5RXWHG%\: Bonds: Business License: Sole Source Co-Op CoOp Agmt #:Sole Source Documents:CoOp Name: CoOp Pricing: By:Submitted on: Contract Abstract Form Rev  $XWKRUL]HG6LJQHUV 1DPH(PDLO &&RUSRUDWLRQVUHTXLUHVLJQDWXUHV AT&T Upgrade AT&T Jeff Reeve Jeff.Reeve@ATT.com Upgrade span ports to enable logging & recording through our existing 911 system. $20,092.59 2/1/25 through 7/1/25 N/A Police Department William Hutchinson Ext: 8121 N/A Yes N/A N/A Department - Yes Sole source received. 1/27/25 Kendall Bradley         25S037 Page 1 of 2 AT&T and Customer Confidential Information MSA UA III 09/01/2015 AT&T MA Reference No. AT&T MULTI-SERVICE AGREEMENT Customer AT&T Customer Legal Name: City of Palm Springs Street Address: 3200 E. Tahquitz Canyon Way City: Palm Springs State/Province: CA Zip Code: 92262 Country: USA AT&T Enterprises, LLC. Customer Contact (for notices) AT&T Contact (for notices) Name: City of Palm Springs Title: City Manager / City Clerk Street Address: 3200 E. Tahquitz Canyon Way City: Palm Springs State/Province: CA Zip Code: 92262 Country: USA Name: Jeff Reeve Street Address: 1452 Edinger City: Tustin State/Province: CA Zip Code: 92780 Country: USA Email: ju7072@att.com This Multi-Service Agreement between the customer named above (“Customer”) and AT&T Enterprises. (“AT&T”) (each a “Party”) is effective when signed by both Parties (“Effective Date”). This AT&T Multi-Service Agreement consists of the attached provisions, and the AT&T Business Services Agreement, including definitions, located at http://www.business.att.com/agreement (“BSA”) (collectively the attached provisions and BSA constitute the “MSA”). In order for Customer to purchase AT&T Services, the Parties must execute an applicable pricing schedule, referencing this MSA, reflecting the Services, the pricing and the pricing schedule term (“Pricing Schedule”). Collectively the MSA, Pricing Schedule and applicable Service Publications constitute the “Agreement” for those Services. A “Service Publication” includes Tariffs, Guidebooks, and Service Guides located at http://serviceguidenew.att.com , which reflect the product descriptions, rates, terms and conditions applicable to a particular Service. Services are further subject to the AT&T Acceptable Use Policy located at www.att.com/aup (“AUP”). Service Publications and the AUP may be amended by AT&T from time to time without notice to Customer. The order of priority of the documents that form the Agreement is: the applicable Pricing Schedule or order; the MSA; the AUP; and then Service Publications; provided, however, if applicable laws or regulations of a jurisdiction prohibits contractual modification of Tariff terms, the Tariff will prevail. In the event of a conflict within the MSA between the attached provisions and the BSA, the attached provisions take precedence. For purposes of this MSA the arbitration provisions of the BSA are replaced entirely with and superseded by the following: ARBITRATION: ALL CLAIMS AND DISPUTES ARISING FROM THIS AGREEMENT SHALL BE SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES (SUBJECT TO THE REQUIREMENTS OF THE FEDERAL ARBITRATION ACT). ANY JUDGMENT ON ANY AWARD RENDERED MAY BE ENTERED AND ENFORCED IN A COURT HAVING JURISDICTION. THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO AWARD ANY DAMAGES DISCLAIMED BY THIS AGREEMENT OR IN EXCESS OF THE LIABILITY LIMITATIONS IN THIS AGREEMENT, SHALL NOT HAVE THE AUTHORITY TO ORDER PRE-HEARING DEPOSITIONS OR DOCUMENT DISCOVERY, BUT MAY COMPEL ATTENDANCE OF WITNESSES AND PRODUCTION OF DOCUMENTS AT THE HEARING. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY AND WAIVE ANY RIGHT TO PARTICIPATE IN OR INITIATE CLASS ACTIONS; IF THE PARTIES CANNOT WAIVE THESE RIGHTS, THIS ENTIRE PARAGRAPH IS VOID. AGREED: Customer AGREED: AT&T By: By: (by its authorized representative) (by its authorized representative) (Typed or Printed Name) (Typed or Printed Name) (Title) (Title) (Date) (Date)         Page 2 of 2 AT&T and Customer Confidential Information MSA UA III 09/01/2015 AT&T Multi-Service Agreement Services: “Service” or “Services” means all products and services (including wireless, if applicable) AT&T provides Customer pursuant to this Agreement. Execution by Affiliates: An AT&T Affiliate or Customer Affiliate may sign a Pricing Schedule in its own name. Such Affiliate contract will be a separate but associated contract incorporating the terms of this Agreement. Customer and AT&T will cause their respective Affiliates to comply with such separate, associated contract(s). An “Affiliate” of a party is any entity that controls, is controlled by or is under common control with such party. License and Other Terms: Software, Purchased Equipment and Third- Party Services (a service provided directly to Customer by a third party under a separate agreement between Customer and the third party) may be provided subject to the terms of a separate license or other agreement between Customer and either the licensor, the third-party service provider or the manufacturer. Customer’s execution of the Pricing Schedule or placement of an Order for Software, Purchased Equipment or Third-Party Services is Customer’s agreement to comply with such separate agreement. Unless a Service Publication specifies otherwise, AT&T’s sole responsibility with respect to Third-Party Services is to place Customer’s orders for Third-Party Services, except that AT&T may invoice and collect payment from Customer for the Third-Party Services. Pricing and Pricing Schedule Term; Terms Applicable After End of Pricing Schedule Term: Prices listed in a Pricing Schedule are stabilized until the end of the Pricing Schedule term, including applicable extensions, (“Pricing Schedule Term”) and apply in lieu of corresponding prices in the applicable Service Publication. No promotions, credits, discounts or waivers set forth in a Service Publication apply. At the end of the Pricing Schedule Term, Customer may continue Service (subject to any applicable notice or other requirements in a Service Publication for Customer to terminate a Service Component) on a month-to-month basis at the prices, terms and conditions in effect on the last day of the Pricing Schedule Term. AT&T may change such prices, terms or conditions on 30 days’ prior notice to Customer. MARC: Minimum Annual Revenue Commitment (“MARC”) is an annual revenue commitment set forth in a Pricing Schedule that Customer agrees to satisfy during each 12-month period of the Pricing Schedule Term. If Customer fails to satisfy the MARC for any such period, Customer agrees to pay a shortfall charge equal to the difference between the MARC and the total of the applicable MARC-Eligible Charges, as defined in the applicable Pricing Schedule, incurred during such period, and AT&T may withhold contractual credits until Customer pays the shortfall charge. Termination and Termination Charges: Either party may terminate for material breach upon thirty (30) days’ prior written notice to the other party. If a Service or Service Component is terminated by Customer for convenience or by AT&T for cause prior to Cutover, Customer (i) agrees to pay any pre-Cutover termination or cancellation charges set out in a Pricing Schedule or Service Publication, or (ii) in the absence of such specified charges, agrees to reimburse AT&T for time and materials incurred prior to the effective date of termination, plus any third-party charges resulting from the termination. If a Service or Service Component is terminated by Customer for convenience or by AT&T for cause after Cutover, Customer agrees to pay applicable termination charges as follows: (i) 50% of any unpaid recurring charges for the terminated Service or Service Component attributable to the unexpired portion of an applicable Minimum Payment Period (as defined in applicable Pricing Schedule); (ii) if termination occurs before the end of an applicable Minimum Retention Period (as defined in applicable Pricing Schedule), any associated credits or waived or unpaid non-recurring charges; and (iii) any charges incurred by AT&T from a third-party (i.e., not an AT&T Affiliate) due to the termination. The charges set forth in (i) and (ii) do not apply if a terminated Service Component is replaced with an upgraded Service Component at the same Site, but only if the Minimum Payment Period or Minimum Retention Period, as applicable, (the “Minimum Period”) and associated charge for the replacement Service Component are equal to or greater than the corresponding Minimum Period and associated charge for the terminated Service Component, respectively, and if the upgrade is not restricted in the applicable Service Publication. In addition, if Customer terminates a Pricing Schedule that has a MARC, Customer agrees to pay an amount equal to 50% of the unsatisfied MARC for the balance of the Pricing Schedule Term. Billing and Disputes: If Customer does not dispute a charge in writing within 6 months after the invoice date, Customer waives the right to dispute. AT&T must issue a bill within six (6) months after charges are incurred (other than for automated or live operated assisted calls) or it waives the charges. At Customer’s request, but subject to AT&T’s consent (which may not be unreasonably withheld or withdrawn), Customer’s Affiliates may be invoiced separately, and AT&T will accept payment from such Affiliates. Customer will be responsible for payment if Customer’s Affiliates do not pay charges in accordance with this Agreement. Purchased Equipment: Except as specified in a Service Publication or Pricing Schedule, title to and risk of loss of equipment AT&T sells Customer (“Purchased Equipment”) pass to Customer on delivery to the transport carrier for shipment to Customer’s designated location. AT&T retains a purchase money security interest in all Purchased Equipment until Customer pays for it in full; Customer appoints AT&T as Customer’s agent to sign and file a financing statement to perfect AT&T's security interest. All Purchased Equipment is provided on an “AS IS” basis, except that AT&T passes through to Customer any warranties available from its suppliers, to the extent that AT&T is permitted to do so under its contracts with those suppliers. Privacy: Each party is responsible for complying with the privacy laws applicable to its business. AT&T shall require its personnel, agents and contractors around the world who process Customer personal data to protect such information in accordance with the data protection laws and regulations applicable to AT&T’s business. If Customer does not want AT&T to comprehend Customer data to which it may have access in performing Services, Customer must encrypt such data to be unintelligible. Customer is responsible for obtaining consent from and giving notice to its users, employees and agents regarding Customer’s and AT&T’s collection and use of the User, employee or agent information in connection with a Service. Customer agrees to make accessible or provide Customer personal data to AT&T only if it has legal authority to do so. Trademarks and Publicity: Neither party will display or use the other party’s trade names, logos, trademarks, service marks or other indicia of origin, or issue public statements about this agreement or the Services, without the other party’s prior written consent. Governing Law: Unless a regulatory agency with jurisdiction over the applicable Service applies a different law, this Agreement is governed by the law of the State of California without regard to its conflict of law principles. The United Nations Convention on Contracts for International Sale of Goods will not apply.         SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND $7 7 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: ATTEST: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: __1$____ Item No. 1$ APPROVED AS TO FORM: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000          Public Safety Solutions Group T: 714-227-1268 www.att.com -DQ , 202 Palm Springs Police Department / Information Technology City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Dear Palm Springs PD / Kong Ketsouvannasane, AT&T is the current equipment and maintenance provider of your Next Generation 9-1-1 (NG9-1-1) VESTA system. x The requested work requires access to the administrative portions of the VESTA call handling system. This access must be maintained by AT&T to ensure the security and integrity of the VESTA system that AT&T is under contract to manage. x AT&T offers a Single Vendor Solution eliminating the “finger pointing” situations often found in a multiple vendor environment. Additionally, problems regarding the 911 network and VESTA positions can be reported by making a call to a single number. Please do not hesitate to call with any questions you may have. I can be reached at 714- 227-1268. Sincerely, Jeff Reeve AT&T Services, Inc. Public Safety Solutions Group Application Sales Executive         SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY N X Y 10,000,000 24147 MWXS 313639 24 (OH,WA) A 1,000,000 06/01/2025 X Excess Workers' Compensation / CN103150778-GAW-CRT-24-25 1,000,000 Marsh | U.S. Operations 06/01/2025 CHI-010875269-01 06/01/2024 X 1,000,000 01/29/2025 1,000,000Employers' Liability N 1,000,000 ju7072 EL Disease-Policy Limit 1,000,000 1,000,000 A Att.CertRequest@marsh.com 06/01/2025 06/01/2024 06/01/2024MWTB 313635 24 EL Each Accident / EL Disease N/A MWC 313638 24 (AOS) SIR Value: $500,000,000 1,000,000 contributory with this insurance. The City of Palm Springs, its officials, employees, and agents is/are included as Additional Insured under the General Liability and Automobile Liability policies but only with respect to the requirements of the contract between the Certificate Holder and the Insured. This insurance is primary with respect to the interest of the Additional Insured and any other insurance maintained by Additional Insured is excess and non- One AT&T Plaza AT&T Enterprises, LLC Dallas, TX 75202 308 South Akard Street, Floor 19 1,000,000 Old Republic Insurance Company X 800 Market Street, Suite 1800 MARSH USA, LLC. St. Louis, MO 63101 MWZY 313636 24 N 200 S Civic Dr Palm Springs, CA 92262 City of Palm Springs Attn: Risk Management 06/01/2024 A 1,000,000 866-966-4664 X A 06/01/2025